Pep Boys' board of directors has now declared Icahn's offer a “superior proposal,” as defined in the company's agreement and plan of merger with Bridgestone Retail Operations L.L.C.

As part of its proposal, Icahn delivered to Pep Boys a merger agreement signed by Icahn that is not subject to due diligence or financing conditions and contains a “hell or high water” anti-trust covenant.

Pep Boys notified Bridgestone on Dec. 20 of its board's determination and intention to effect a change of recommendation and to terminate the Bridgestone agreement, a move that includes a three-day period, ending at 5 p.m. EST Dec. 23, Pep Boys said, during which Bridgestone has the right to make counter proposals.

Icahn Enterprises delivered its offer to Pep Boys in the evening of Dec. 18 with the caveat that it was "not an open-ended proposal."

Icahn Enteprises gave the Pep Boys board until midnight Dec. 20 to consider its revised offer, according to a Schedule 14D-9filed by Pep Boys today, and until 5 p.m. Dec. 23 to recommend its offer over that of Bridgestone.

"Due to the simplicity and unequivocal superiority of our proposal, we fully expect that...your board will meet and determine that our proposal constitutes a superior proposal," Icahn Enterprises said, "...and you will deliver notice to Bridgestone of the board's determination and intention to, at 5 p.m., New York City time, on Dec. 23, 2015, effect a change of recommendation and terminate the Bridgestone merger agreement to enter into a definitive agreement with us."

The new offer would put a market value of $919 million on Pep Boys, up from the $863 million valuation resulting from Bridgestone's $15.50 per-share offer.

In its statement, Pep Boys said, “There can be no assurance that a transaction with Icahn will result or that Bridgestone will propose any adjustments to the Bridgestone agreement.”

Pep Boys operates more than 800 retail locations in 35 states and Puerto Rico, reporting more than $2 billion in revenue last year.

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